Limitations on liability.
F.S. 605.2401
in effect(1)
A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of either of the following:
(a)
A protected series of a series limited liability company solely by reason of being or acting as:
1.
An associated member, protected-series manager, or protected-series transferee of the protected series; or
2.
A member, manager, or transferee of the company; or
(b)
A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.
(2)
Subject to s. 605.2404, the following apply:
(a)
A debt, an obligation, or another liability of a series limited liability company is solely the debt, obligation, or liability of the company.
(b)
A debt, an obligation, or another liability of a protected series is solely the debt, obligation, or liability of the protected series.
(c)
A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of a protected series of the company solely by reason of the protected series being a protected series of the company, or the series limited liability company:
1.
Being or acting as a protected-series manager of the protected series;
2.
Having the protected series manage the series limited liability company; or
3.
Owning a protected-series transferable interest of the protected series.
(d)
A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of the company or another protected series of the company solely by reason of:
1.
Being a protected series of the series limited liability company;
2.
Being or acting as a manager of the series limited liability company or a protected-series manager of another protected series of the company; or
3.
Having the series limited liability company or another protected series of the company be or act as a protected-series manager of the protected series.
Source: FL Statutes (Official Site)URL: https://www.flsenate.gov/Laws/Statutes/2025/Chapter605/AllFetched: 7/8/2026